RPP Terms of Service
This website is provided by Franklin Energy Services, LLC, a Wisconsin company, and other service providers, clients and users (Provider). Read these terms and conditions (Agreement) thoroughly before accessing or using this website or any service or tool it contains including, but not limited to, any information presented, calculators, calculations, descriptions, or any other material contained or to which a referral is made (Service). All accessing of the Service is governed by this Agreement. If you, your employer and/or other entity through which access has been obtained (User) do not agree to this Agreement, User should immediately cease all accessing and usage of the Service.
1. License Grant
1.1 License Grant by Provider
Subject to the terms and conditions of this Agreement, Provider grants authorized User a non-exclusive, non-transferable license to use the Service solely for the purpose for which Service is provided.
1.2 License Grant by User
User grants Provider the right to use, reproduce, display, modify, and create derivative works of any and all information, data, databases, text, files, links, works of authorship, and other materials associated with the Service (Content), provided by User or other entities with which User has agreements with that are related to the Service, for purposes of providing the Service. All such Content shall be treated as Confidential Information.
User acknowledges Provider's right to monitor and record all use by User of Provider's Service, to any extent Provider deems necessary, so that it may measure, improve, maintain the integrity and security of, and report the performance of, the Service.
User grants Provider a nonexclusive, worldwide, non-transferable, revocable, royalty-free license (without the right to grant sublicenses) to use User trademarks, service marks, and logos (User Marks) as required to provide the Service. Provider will comply with User trademark usage policies and guidelines provided in advance and in writing to Provider. Provider acknowledges and agrees that Users retain all proprietary rights in the User Marks and all goodwill in the User Marks shall inure to the benefit of User.
1.3 Enforcement
Provider reserves the right (but has no obligation under this Agreement) to review any Content and investigate, and/or take appropriate action against User, if it is reasonably determined that User violates this Agreement or violates the rights of, harms, threatens the safety of, or creates a liability for, Provider or any other entity or person. Such actions may include removing or modifying Content, and/or terminating Service accounts, and/or reporting User to law enforcement authorities. To protect the Service and Provider, Provider may access any information contained within the Service that Provider considers necessary or appropriate, including User account username(s) and password(s), IP address and traffic information, usage history, and Content. Provider reserves the right to modify or suspend access to all or part of the Service at any time should that part of the Service, or use of it, threaten the system's operation or in any way be in breach of this Agreement, and will have no liability for any such modification or suspensions or any failure to provide notice thereof.
1.4 Ownership
The Service and all intellectual property rights in the Service, all non-User content included or available on the Service including, but not limited to, trademarks, calculations, algorithms, website design, tool design, text, graphics, interfaces, and the selection and arrangements thereof, and any of Provider's proprietary technology, including software, hardware, products, processes, algorithms, user interfaces, know-how, technologies, designs and other tangible or intangible technical material or information made available to User or used by Provider in providing the Service are the property of Provider. Except as expressly set forth in this Agreement, Provider retains all right, title, and interest in and to the Service, non-User Content, and all Intellectual Property Rights therein, including any improvements and updates made over the course of the Term Service is provided to User. Provider reserves all rights not expressly granted to User under this Agreement.
Except as expressly set forth in this Agreement, User retains all right, title, and interest in and to the User Marks, and all Intellectual Property Rights therein. User expressly agrees, and warrants that it has obtained agreement from all relevant third parties, that any feedback or suggestions provided to Provider relating to the Service is non-confidential and non-proprietary; Provider, receiving such feedback or suggestions, reserves the right to use feedback or suggestions provided in any manner and for any purpose without any obligation to compensate User or any other third party. User indemnifies Provider against any liabilities or compensation owed that may arise from all such use of such feedback or suggestions it incorporates into the Service.
2. User Restrictions
User expressly agrees that User shall not:
a) interfere with, disrupt, alter, translate, or modify the Service or any part thereof;
b) create an undue burden on the Service or the networks or services connected to the Service, including without limitation, any external websites that are linked to via the Service;
c) cover or obscure any page or part of the Service via HTML/CSS, scripting, or any other means;
d) introduce software or automated agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Service;
e) use the Service in any way that violates state, federal, or international laws, regulations or other government requirements;
f) use the Service to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation;
g) export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Service, or any products utilizing such data, in violation of the United States export laws or regulations;
h) make the Service available to any third party as part of any time-sharing or service bureau arrangement;
i) frame or mirror any content forming part of the Service;
j) rent, lease, distribute, sublicense, or loan the Service to any party;
k) permit any party to access and/or use the Service, other than authorized Users;
l) modify, copy or create derivative works based on the Service;
m) reverse engineer or otherwise derive the software underlying the Service;
n) use any Provider trade secrets or Confidential Information (defined in Section 4) to
i. build a competitive product or service,
ii. build a product using similar ideas, features, functions or graphics of the Service, or
iii. copy any ideas, features, functions or graphics of the Service; or
o) perform or publish any performance or benchmark tests or analyses relating to the Service or the use thereof.
User is responsible for compliance of any Content it, or entities with which User has agreements with that are related to the Service, supplies with any applicable laws.
3. Warranties
3.1 Provider Warranties
Provider represents and warrants that:
a) it is a validly existing business entity, and is duly qualified to carry on its operations;
b) it has all rights, licenses, permits, qualifications and consents necessary to carry on its operations, and the Services, including all elements thereof, do not infringe the intellectual property rights of any third party and are not subject to any liens, security interests, encumbrances or encroachments;
c) it will comply with all applicable laws and the terms of the Agreement, and its performance under the Agreement do not violate and will not cause a breach of the terms of any other agreement or any applicable law or regulation;
d) it maintains appropriate security measures and technologies, and has taken all commercially reasonable steps necessary to maintain the confidentiality, integrity and availability of Content in accordance with applicable standards;
e) it will not access or use any User systems for any purpose other than that of providing the Service; and
f) User systems or access credentials pertaining thereto shall not be disclosed, sold, assigned, leased or otherwise disposed of or made available to third parties by Provider.
Except as expressly represented or warranted immediately above in this Subsection, to the fullest extent permitted by applicable law, Provider provides Service and Content under this Agreement on an "as is" and on an "as available" basis. Provider makes no other warranties, whether express, implied, or statutory, regarding the Service or Content, or the use or results thereof, including any warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Provider makes no representation that the Service is appropriate, legal or available for use in locations outside the United States of America. Provider does not warrant that all errors can be corrected, that operation or use of the service will be uninterrupted, or that data stored within the service will be secure or undamaged. The Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Provider is not responsible for any delays, delivery failures or other damages resulting from such problems, or those caused by labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of Provider.
User acknowledges that the potential consequences of not providing all or any part of the information required by the Service include, but are not limited to, an inability to provide accurate results and information.
3.2 User Warranties
User represents and warrants that User has all rights necessary to access to the Service, and the Content uploaded to and contained within the Service, and that no Content will,
a) infringe or violate any copyright, trademark, patent, or rights of publicity or privacy;
b) misappropriate any trade secret;
c) be deceptive, defamatory, obscene, pornographic, hateful, bigoted, or otherwise objectionable to a reasonable person;
d) be harmful to minors,
e) contain any viruses, worms or other malicious computer programming codes able to damage the Service or any data or content relating to the Service;
f) be obtained without all required consents;
g) violate the rights of a third party or applicable law, rule, or regulation; or
h) violate the terms of this Agreement or any other agreement to which User is a party.
User represents and warrants that access will not be provided to individuals under eighteen years of age, and that User possesses the requisite authorization to use the Service, and the requisite authorization and rights to provide any Content input or otherwise uploaded to the Service, and that such Content is accurate, complete and error-free.
3.3 Third-Parties
The Service may include links to other websites on the Internet that are owned and operated by third parties. User acknowledges that Provider is not responsible for any content related to or product obtained from any third-party site including, but not limited to, its correctness, accuracy, timeliness, completeness, legality, reliability, availability, quality, suitability, or decency. User should contact the administrator or webmaster for those third-party websites if User has any concerns regarding such links or the content located thereon. User's use of third-party websites is subject to the terms and conditions of each of those websites; Users are encouraged to review those terms and conditions. User acknowledges that any reliance on representations and warranties provided by, or information obtained from or to, any third party shall be at User's own risk. Provider makes no warranties or representations as to the accuracy of the information supplied by or to any third parties.
4. Confidential Information
Any and all Content and non-public aspects of the Service itself shall be deemed Confidential Information.
Provider will not use any Confidential Information for any purpose other than to fulfill its obligations or exercise its rights under this Agreement. Provider will protect Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. Provider will not disclose Confidential Information except,
a) as required to provide the Service;
b) as required by law enforcement, law, or judicial order; and
c) as necessary to protect the security or integrity of the Service.
User expressly agrees that all Content and non-public aspects of the Service itself is Confidential Information, and User will not use any Confidential Information for any purpose other than the purpose for which Service is provided. User will protect Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. User will not disclose Confidential Information except as required by law enforcement, law, or judicial order.
User represents and warrants that it will obtain all consents necessary for Provider's collection, use and disclosure of Content to provide the Service and in accordance with this Agreement. User represents and warrants that it will not cause or allow any Personally Identifiable Information (PII) relating to any individual, whether they be employees, customers, or any third parties, to be uploaded or in any other way contained within the Service. User expressly agrees to assume any and all liabilities that may arise from such uploading of PII to the Service to the maximum extent allowable under law.
Anything to the contrary in this Agreement notwithstanding, Provider will have the right, over the course of the Term of providing Service to User, to use Content to measure, improve and report the performance of the Service.
5. Limitation of Liability
Neither Provider nor any of its respective officers, directors, shareholders, employees, affiliates, agents, sponsors, endorsers, advisors, licensors, or any other party, including those involved in creating, producing, or distributing the service and/or related material, shall be liable for any special, direct, indirect, consequential, or incidental damages, or damages for lost profits, loss of revenue, loss of goodwill or loss of use, arising out of or related to the Service or Content contained in it or referred to by it, whether such damages arise in contract, negligence, tort, under statute, in equity, at law, or otherwise, even if Provider has been advised of the possibility of such damages. Provider will not be liable for procurement costs of substitute products or services. These limitations apply even if it causes any remedy to fail of its essential purpose. Among others, such damages may result or arise from;
a) the use of and reliance on information provided to the Service;
b) the inability to use the Service;
c) mistakes, omissions, interruptions, suspension, termination, deletion of files or email, errors, defects, viruses, delays in operation or transmission, or any failure of performance with respect to the Service, including without limitation those that result from acts of god, communications failure, theft, destruction, or unauthorized access to records, programs, or service;
d) merchandise, products, or services received through or advertised on the Service or affiliated properties and merchandise, products, or services received through or advertised or in any way presented on any links provided on the service or on those affiliated properties;
e) information or advice received through or advertised on the Service or its affiliated properties, and information or advice received through or advertised on any links provided on the Service or on affiliated properties; and
f) any information, data, text, messages and other materials that user emails, posts, uploads, reproduces, transmits or otherwise distributes using the Service and/or related systems.
Because some jurisdictions do not allow certain restrictions, exclusions or limitations of liability, in such jurisdictions liability is limited to the fullest extent permitted by law.
To the fullest extent permitted by applicable law, neither Provider, nor any of its officers, directors, shareholders, employees, affiliates, agents, sponsors, endorsers, advisors, licensors, or any other party, including those involved in creating, producing, or distributing the service and/or related material, will be held responsible or liable, directly or indirectly, for incorrect information, typographical errors, accuracy, content, timeliness, completeness, legality, reliability, availability, quality, suitability or decency of any information, advice, content, material, service, product or merchandise contained anywhere on the service or referred to by same.
If User is dissatisfied with any portion of the service, or with any part of Agreement, User's sole remedy is to discontinue use of the service.
All other provisions in this agreement notwithstanding, the total cumulative liability of Provider arising from or relating to this Agreement, the Service, the Content, and any other services or content provided hereunder, will not exceed the amount of fees paid to Provider under this Agreement in the twelve (12) months preceding the circumstances giving rise to the first claim at issue. This limitation is cumulative and will not be increased by the existence of more than one incident or claim. User acknowledges that the fees set forth in this Agreement reflect the allocation of risk set forth in this agreement and that Provider would not enter into this Agreement without these limitations on its liability. User agrees that Provider suppliers will have no liability of any kind under or as a result of this Agreement or the Service provided thereto.
6. Indemnification
To the fullest extent permitted by applicable law, User agrees to indemnify and hold Provider and its respective parents, subsidiaries, affiliates, directors, officers and employees, harmless from any claim or demand, including all fines, suits, proceedings, claims, causes of action, demands, losses or liabilities of any kind or of any nature, and including reasonable attorneys' fees and costs, made by any third party due to or arising out of User's use of the Service, violation of this Agreement, or infringement by User, or other user of the Service using User's facilities, of any intellectual property or any other right of any person or entity.
7. General
If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. User acknowledges and agrees that Agreement is the complete and exclusive agreement governing User's use of the Service. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing.
User acknowledges and agrees that any actual or threatened breach by it of any obligations or license restrictions will constitute irreparable harm for which monetary damages would be an inadequate remedy, and that in such event Provider shall be entitled to obtain immediate injunctive relief to protect its rights under this Agreement. User acknowledges and agrees that Provider is third party beneficiary of this Agreement.
Except as otherwise expressly specified in this Agreement, the rights and remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party at law or in equity.
To the fullest extent permitted by applicable law, Provider reserves the right, at its sole discretion, at any time, to modify this Agreement in a manner consistent with applicable laws and regulations. User's continued accessing of and/or use of the Service after such amendments constitutes an acknowledgement and acceptance of Agreement and its modifications. It is highly recommended that User checks this Agreement for any changes prior to any accessing and/or usage of the Service.
This Agreement shall be construed and interpreted according to the substantive law of the State of California. This Agreement, and any claim, dispute or controversy of whatever nature arising out of or relating to this Agreement, will be governed by the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the laws of a different jurisdiction. Any action or proceeding arising from or relating to this Agreement must be brought in a federal court located in the Northern District of California or in state court in San Francisco County, California, and User irrevocably submits to the exclusive jurisdiction and venue of any such court in any such action or proceeding.
The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to."